##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549-1004


Form 10-Q

|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1933    
|          
|           |  | For the quarterly period ended June 30,
    2004                                                
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from            to                                                

Commission file number 1-4682

Thomas & Betts Corporation

(Exact name of registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Tennessee                                                          |  | 22-1326940                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)
|                                                                  
|8155 T&B Boulevard                                                 |  |                                         
|Memphis, Tennessee                                                 |  | 38125                                   
|(Address of principal executive
    offices)                       |  | (Zip Code)                              

(901) 252-8000

(Registrants telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes þ     No o

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act).     Yes þ     No o

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.

|                             |  |                    |            | 
|---------------------------- |  | ------------------ | ---------- | 
|                             |  | Outstanding Shares
|Title of Each Class          |  | at August 2, 2004 
|                             |  |                   
|Common Stock, $.10 par value |  |                    | 58,968,253 | 



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THOMAS & BETTS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

|                                                 |  |                                                                                           |                                                                                                                     |      |    |   | 
|------------------------------------------------ |  | ----------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ---- | -- | - | 
|                                                 |  |                                                                                           |                                                                                                                     | Page
|                                                 |  |                                                                                           |                                                                                                                     |     
|PART I. FINANCIAL
    INFORMATION                |  |                                                                                           |                                                                                                                     |     
|ITEM 1.                                          |  | Financial Statements:                                                                     |                                                                                                                     |      |    |  
|                                                 |  |                                                                                           | Consolidated Statements of
    Operations for the Quarters and Six Months Ended June 30,
    2004 and June 29, 2003 |      |    | 2 | 
|                                                 |  |                                                                                           | Consolidated Balance Sheets
    as of June 30, 2004 and December 31, 2003                                           |      |    | 3 | 
|                                                 |  |                                                                                           | Consolidated Statements of
    Cash Flows for the Six Months Ended June 30, 2004 and
    June 29, 2003              |      |    | 4 | 
|                                                 |  |                                                                                           | Notes to Consolidated
    Financial Statements                                                                      |      |    | 5 | 
|ITEM 2.                                          |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |                                                                                                                     |      | 15 |  
|ITEM 3.                                          |  | Quantitative and Qualitative
    Disclosures About Market Risk                            |                                                                                                                     |      | 26 |  
|ITEM 4.                                          |  | Controls and Procedures                                                                   |                                                                                                                     |      | 27 |  
|PART II. OTHER
    INFORMATION                   |  |                                                                                           |                                                                                                                     |     
|ITEM 1.                                          |  | Legal Proceedings                                                                         |                                                                                                                     |      | 28 |  
|ITEM 4.                                          |  | Submission of Matters to a
    Vote of Security Holders                                   |                                                                                                                     |      | 28 |  
|ITEM 6.                                          |  | Exhibits and Reports on
    Form 8-K                                                      |                                                                                                                     |      | 29 |  
|SIGNATURE                                        |  |                                                                                           | 30                                                                                                                  |     
|EXHIBIT INDEX                                    |  |                                                                                           | 31                                                                                                                  |     
|Supplemental Executive Investment Plan          
|Form of Indemnification Agreement               
|Statement Re: Computation of Ratio of Earnings  
|Certification of Principal Executive Officer    
|Certification of Principal Financial Officer    
|Certification Pursuant to 18 U.S.C. Section 1350



1



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##### Table of Contents






PART I. FINANCIAL INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

THOMAS & BETTS CORPORATION AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


(Unaudited)


|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |         | 
|------------------------------------ | ---------------------------- | ------------- | ------- | ---------------- |  | -------- | ------- | -------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                     |                              |               |         |                 
|                                     |                              | Quarter Ended |         | Six Months Ended
|                                     |                              |               |         |                 
|                                     |                              | June 30,      |         | June 29,         |  | June 30, |         | June 29,
|                                     |                              | 2004          |         | 2003             |  | 2004     |         | 2003    
|                                     |                              |               |         |                  |  |          |         |         
|Net sales                            |                              | $             | 368,973 |                  |  | $        | 322,661 |          |  | $ | 721,961 |         |  | $ | 634,143 |        
|Cost of sales                        |                              |               | 261,719 |                  |  |          | 239,182 |          |  |   | 515,008 |         |  |   | 465,588 |        
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Gross margin                 |               |         | 107,254          |  |          |         | 83,479   |  |   |         | 206,953 |  |   |         | 168,555 | 
|Selling, general and administrative  |                              |               | 71,634  |                  |  |          | 68,618  |          |  |   | 144,648 |         |  |   | 141,550 |        
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Earnings from operations     |               |         | 35,620           |  |          |         | 14,861   |  |   |         | 62,305  |  |   |         | 27,005  | 
|Income from unconsolidated companies |                              |               | 556     |                  |  |          | 558     |          |  |   | 1,220   |         |  |   | 1,412   |        
|Interest expense, net                |                              |               | (7,484  | )                |  |          | (9,139  | )        |  |   | (15,098 | )       |  |   | (17,419 | )      
|Other (expense) income, net          |                              |               | (957    | )                |  |          | 232     |          |  |   | (1,092  | )       |  |   | (371    | )      
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Earnings before income taxes |               |         | 27,735           |  |          |         | 6,512    |  |   |         | 47,335  |  |   |         | 10,627  | 
|Income tax provision (benefit)       |                              |               | 7,766   |                  |  |          | (242    | )        |  |   | 11,754  |         |  |   | (1,131  | )      
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|Net earnings                         |                              | $             | 19,969  |                  |  | $        | 6,754   |          |  | $ | 35,581  |         |  | $ | 11,758  |        
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|Earnings per share:                  |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Basic                        |               | $       | 0.34             |  |          | $       | 0.12     |  |   | $       | 0.61    |  |   | $       | 0.20    | 
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Diluted                      |               | $       | 0.34             |  |          | $       | 0.12     |  |   | $       | 0.60    |  |   | $       | 0.20    | 
|                                     |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|Average shares outstanding:          |                              |               |         |                  |  |          |         |          |  |   |         |         |  |   |         |        
|                                     | Basic                        |               |         | 58,544           |  |          |         | 58,461   |  |   |         | 58,419  |  |   |         | 58,412  | 
|                                     | Diluted                      |               |         | 59,200           |  |          |         | 58,463   |  |   |         | 58,944  |  |   |         | 58,416  | 

The accompanying Notes are an integral part of these
Consolidated Financial Statements.

2



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS


(In thousands)


(Unaudited)


|                                           |                                               |                 |           |              |         |   |           |          |        | 
|------------------------------------------ | --------------------------------------------- | --------------- | --------- | ------------ | ------- | - | --------- | -------- | ------ | 
|                                           |                                               | June 30,        |           | December 31,
|                                           |                                               | 2004            |           | 2003        
|                                           |                                               |                 |           |             
|ASSETS                                    
|Current Assets                             |                                               |                 |           |              |         |   |           |         
|                                           | Cash and cash equivalents                     |                 | $         | 267,526      |         |   | $         | 387,425  |       
|                                           | Marketable securities                         |                 |           | 1,904        |         |   |           | 1,704    |       
|                                           | Receivables, net                              |                 |           | 209,947      |         |   |           | 168,542  |       
|                                           | Inventories:                                  |                 |           |              |         |   |           |          |       
|                                           |                                               | Finished goods  |           |              | 102,652 |   |           |          | 95,993 | 
|                                           |                                               | Work-in-process |           |              | 30,089  |   |           |          | 30,904 | 
|                                           |                                               | Raw materials   |           |              | 72,480  |   |           |          | 63,346 | 
|                                           |                                               |                 |           |              |         |   |           |         
|                                           | Total inventories                             |                 |           | 205,221      |         |   |           | 190,243  |       
|                                           |                                               |                 |           |              |         |   |           |         
|                                           | Deferred income taxes                         |                 |           | 50,343       |         |   |           | 50,016   |       
|                                           | Prepaid expenses                              |                 |           | 11,687       |         |   |           | 14,349   |       
|                                           |                                               |                 |           |              |         |   |           |         
|Total Current Assets                       |                                               |                 | 746,628   |              |         |   | 812,279   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Property, plant and equipment              |                                               |                 |           |              |         |   |           |         
|                                           | Land                                          |                 |           | 15,962       |         |   |           | 15,927   |       
|                                           | Buildings                                     |                 |           | 172,203      |         |   |           | 173,985  |       
|                                           | Machinery and equipment                       |                 |           | 601,178      |         |   |           | 604,791  |       
|                                           | Construction-in-progress                      |                 |           | 9,780        |         |   |           | 9,163    |       
|                                           |                                               |                 |           |              |         |   |           |         
|                                           |                                               |                 | 799,123   |              |         |   | 803,866   |         
|                                           | Less accumulated depreciation                 |                 |           | (512,897     | )       |   |           | (500,156 | )     
|                                           |                                               |                 |           |              |         |   |           |         
|Net property, plant and equipment          |                                               |                 | 286,226   |              |         |   | 303,710   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Goodwill                                   |                                               |                 | 454,506   |              |         |   | 455,113   |         
|Investments in unconsolidated companies    |                                               |                 | 121,554   |              |         |   | 121,732   |         
|Deferred income taxes                      |                                               |                 | 50,178    |              |         |   | 52,707    |         
|Other assets                               |                                               |                 | 35,404    |              |         |   | 37,084    |         
|                                           |                                               |                 |           |              |         |   |           |         
|Total Assets                               |                                               | $               | 1,694,496 |              |         | $ | 1,782,625 |         
|                                           |                                               |                 |           |              |         |   |           |         
|                                          
|LIABILITIES AND SHAREHOLDERS
    EQUITY  
|Current Liabilities                        |                                               |                 |           |              |         |   |           |         
|                                           | Current maturities of long-term debt          |                 | $         | 4,484        |         |   | $         | 133,344  |       
|                                           | Accounts payable                              |                 |           | 131,858      |         |   |           | 113,724  |       
|                                           | Accrued liabilities                           |                 |           | 102,484      |         |   |           | 111,478  |       
|                                           | Income taxes payable                          |                 |           | 8,895        |         |   |           | 6,414    |       
|                                           |                                               |                 |           |              |         |   |           |         
|Total Current Liabilities                  |                                               |                 | 247,721   |              |         |   | 364,960   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Long-Term Liabilities                      |                                               |                 |           |              |         |   |           |         
|                                           | Long-term debt                                |                 |           | 545,761      |         |   |           | 551,972  |       
|                                           | Other long-term liabilities                   |                 |           | 131,764      |         |   |           | 134,266  |       
|Shareholders Equity                       |                                               |                 |           |              |         |   |           |         
|                                           | Common stock                                  |                 |           | 5,895        |         |   |           | 5,848    |       
|                                           | Additional paid-in capital                    |                 |           | 354,982      |         |   |           | 345,646  |       
|                                           | Retained earnings                             |                 |           | 472,569      |         |   |           | 436,988  |       
|                                           | Unearned compensation-restricted stock        |                 |           | (3,035       | )       |   |           | (2,014   | )     
|                                           | Accumulated other comprehensive income (loss) |                 |           | (61,161      | )       |   |           | (55,041  | )     
|                                           |                                               |                 |           |              |         |   |           |         
|Total Shareholders Equity                 |                                               |                 | 769,250   |              |         |   | 731,427   |         
|                                           |                                               |                 |           |              |         |   |           |         
|Total Liabilities and Shareholders Equity |                                               | $               | 1,694,496 |              |         | $ | 1,782,625 |         
|                                           |                                               |                 |           |              |         |   |           |         

The accompanying Notes are an integral part of these
Consolidated Financial Statements.

3



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)


|                                                        |                                                          |                      |          |          |         |   |        |         |         |  
|------------------------------------------------------- | -------------------------------------------------------- | -------------------- | -------- | -------- | ------- | - | ------ | ------- | ------- | -
|                                                        |                                                          |                     
|                                                        |                                                          | Six Months Ended    
|                                                        |                                                          |                     
|                                                        |                                                          | June 30,             |          | June 29,
|                                                        |                                                          | 2004                 |          | 2003    
|                                                        |                                                          |                      |          |         
|Cash Flows from Operating Activities:                   |                                                          |                      |          |          |         |   |        |        
|Net earnings                                            |                                                          | $                    | 35,581   |          |         | $ | 11,758 |        
|Adjustments:                                            |                                                          |                      |          |          |         |   |        |        
|                                                        | Depreciation and amortization                            |                      |          | 26,530   |         |   |        | 24,144  |        
|                                                        | Amortization of restricted stock                         |                      |          | 1,282    |         |   |        | 1,379   |        
|                                                        | Undistributed earnings from unconsolidated
    companies |                      |          | (1,220   | )       |   |        | (1,412  | )      
|                                                        | Mark-to-market adjustment for derivative
    instruments |                      |          | 178      |         |   |        | 47      |        
|                                                        | Loss on sale of property, plant and equipment            |                      |          | 266      |         |   |        | 261     |        
|                                                        | Deferred income taxes                                    |                      |          | 2,405    |         |   |        | (9,008  | )      
|                                                        | Changes in operating assets and
    liabilities  net:   |                      |          |          |         |   |        |         |        
|                                                        |                                                          | Receivables          |          |          | (43,437 | ) |        |         | (16,611 | )
|                                                        |                                                          | Inventories          |          |          | (16,596 | ) |        |         | (2,493  | )
|                                                        |                                                          | Accounts payable     |          |          | 19,289  |   |        |         | (2,956  | )
|                                                        |                                                          | Accrued liabilities  |          |          | (8,354  | ) |        |         | (9,166  | )
|                                                        |                                                          | Income taxes payable |          |          | 2,671   |   |        |         | (5,025  | )
|                                                        |                                                          | Other                |          |          | (1,852  | ) |        |         | 6,021   |  
|                                                        |                                                          |                      |          |          |         |   |        |        
|Net cash provided by (used in) operating
    activities |                                                          |                      | 16,743   |          |         |   | (3,061 | )      
|                                                        |                                                          |                      |          |          |         |   |        |        
|Cash Flows from Investing Activities:                   |                                                          |                      |          |          |         |   |        |        
|                                                        | Purchases of property, plant and equipment               |                      |          | (11,002  | )       |   |        | (14,289 | )      
|                                                        | Proceeds from sale of property, plant and
    equipment  |                      |          | 158      |         |   |        | 234     |        
|                                                        | Marketable securities acquired                           |                      |          | (521     | )       |   |        | (30,941 | )      
|                                                        | Proceeds from matured marketable securities              |                      |          | 309      |         |   |        | 79,067  |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|Net cash provided by (used in) investing
    activities |                                                          |                      | (11,056  | )        |         |   | 34,071 |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|Cash Flows from Financing Activities:                   |                                                          |                      |          |          |         |   |        |        
|                                                        | Proceeds from long-term debt and other borrowings        |                      |          |         |         |   |        | 125,191 |        
|                                                        | Repayment of long-term debt and other borrowings         |                      |          | (129,306 | )       |   |        | (63,535 | )      
|                                                        | Stock options exercised                                  |                      |          | 6,205    |         |   |        |        |        
|                                                        | Debt issuance costs on recapitalization                  |                      |          |         |         |   |        | (3,391  | )      
|                                                        |                                                          |                      |          |          |         |   |        |        
|Net cash provided by (used in) financing
    activities |                                                          |                      | (123,101 | )        |         |   | 58,265 |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|Effect of exchange-rate changes on cash                 |                                                          |                      | (2,485   | )        |         |   | 8,237  |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|                                                        | Net increase (decrease) in cash and cash
    equivalents |                      |          | (119,899 | )       |   |        | 97,512  |        
|                                                        | Cash and cash equivalents  beginning
    of period      |                      |          | 387,425  |         |   |        | 177,994 |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|                                                        | Cash and cash equivalents  end of
    period            |                      | $        | 267,526  |         |   | $      | 275,506 |        
|                                                        |                                                          |                      |          |          |         |   |        |        
|Cash payments for interest                              |                                                          | $                    | 24,794   |          |         | $ | 23,018 |        
|Cash payments for income taxes                          |                                                          | $                    | 7,457    |          |         | $ | 10,710 |        

The accompanying Notes are an integral part of these
Consolidated Financial Statements.

4



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)




|   |                      
|-- | ---------------------
|1. | Basis of Presentation

In the opinion of management, the accompanying consolidated
financial statements contain all adjustments necessary for the
fair presentation of the Corporations financial position
as of June 30, 2004, and December 31, 2003, and the
results of operations and cash flows for the periods ended
June 30, 2004, and June 29, 2003.

Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
(GAAP) have been condensed or omitted. These consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in
the Corporations Annual Report on Form 10-K for the
fiscal period ended December 31, 2003. The results of
operations for the periods ended June 30, 2004 and,
June 29, 2003, are not necessarily indicative of the
operating results for the full year.

Certain reclassifications have been made to prior periods to
conform to the current year presentation.



|   |                                     
|-- | ------------------------------------
|2. | Basic and Diluted Earnings Per Share

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share
computations:

|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |        | 
|------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------- | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                      |                                                                                                  |               |        |                 
|                                      |                                                                                                  | Quarter Ended |        | Six Months Ended
|                                      |                                                                                                  |               |        |                 
|                                      |                                                                                                  | June 30,      |        | June 29,         |  | June 30, |        | June 29,
|                                      |                                                                                                  | 2004          |        | 2003             |  | 2004     |        | 2003    
|(In thousands, except per share data) |                                                                                                  |               |        |                  |  |          |        |         
|Net earnings                          |                                                                                                  | $             | 19,969 |                  |  | $        | 6,754  |          |  | $ | 35,581 |        |  | $ | 11,758 |       
|Basic:                                |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,544           |  |          |        | 58,461   |  |   |        | 58,419 |  |   |        | 58,412 | 
|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|                                      | Basic earnings per share                                                                         |               | $      | 0.34             |  |          | $      | 0.12     |  |   | $      | 0.61   |  |   | $      | 0.20   | 
|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|Diluted shares:                       |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|                                      | Average shares outstanding                                                                       |               |        | 58,544           |  |          |        | 58,461   |  |   |        | 58,419 |  |   |        | 58,412 | 
|                                      | Additional shares from the assumed exercise of
    stock options and vesting of restricted stock |               |        | 656              |  |          |        | 2        |  |   |        | 525    |  |   |        | 4      | 
|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|                                      |                                                                                                  |               | 59,200 |                  |  |          | 58,463 |          |  |   | 58,944 |        |  |   | 58,416 |       
|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       
|Diluted earnings per share            |                                                                                                  | $             | 0.34   |                  |  | $        | 0.12   |          |  | $ | 0.60   |        |  | $ | 0.20   |       
|                                      |                                                                                                  |               |        |                  |  |          |        |          |  |   |        |        |  |   |        |       

Out-of-the-money options for the purchase of shares of Common
Stock that were excluded because of their anti-dilutive effect
totaled 1.8 million shares for the second quarter of 2004
and 5.7 million for the second quarter of 2003. These
out-of-the-money options totaled 2.0 million for the first
six months of 2004 and 5.6 million shares for the first six
months of 2003.

5



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|   |                         
|-- | ------------------------
|3. | Stock-Based Compensation

The Corporation applies the intrinsic-value-based method to
account for its fixed-plan stock options. The following table
illustrates the effect on net earnings and earnings per share if
the Corporation had applied the fair value recognition
provisions of Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation.

|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |        |      | 
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------- | ------ | ---------------- | ---- | -------- | ----- | -------- | ---- | - | ------ | ------ | ---- | - | ------ | ------ | ---- | 
|                                      |                                                                                                                                                        |                       |        |                 
|                                      |                                                                                                                                                        | Quarter Ended         |        | Six Months Ended
|                                      |                                                                                                                                                        |                       |        |                 
|                                      |                                                                                                                                                        | June 30,              |        | June 29,         |      | June 30, |       | June 29,
|                                      |                                                                                                                                                        | 2004                  |        | 2003             |      | 2004     |       | 2003    
|(In thousands, except per share data) |                                                                                                                                                        |                       |        |                  |      |          |       |         
|Net earnings, as reported             |                                                                                                                                                        | $                     | 19,969 |                  |      | $        | 6,754 |          |      | $ | 35,581 |        |      | $ | 11,758 |       
|                                      | Deduct total incremental stock-based compensation
    expense determined under fair- value-based method for all
    awards, net of related tax effects |                       |        | (1,002           | )    |          |       | (1,333   | )    |   |        | (2,412 | )    |   |        | (2,422 | )   
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       
|                                      | Pro forma net earnings                                                                                                                                 |                       | $      | 18,967           |      |          | $     | 5,421    |      |   | $      | 33,169 |      |   | $      | 9,336  |     
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       
|                                      | Earnings per share:                                                                                                                                    |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |        |     
|                                      |                                                                                                                                                        | Basic  as reported   |        | $                | 0.34 |          |       | $        | 0.12 |   |        | $      | 0.61 |   |        | $      | 0.20 | 
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                        | Basic  pro forma     |        | $                | 0.32 |          |       | $        | 0.09 |   |        | $      | 0.57 |   |        | $      | 0.16 | 
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                        | Diluted  as reported |        | $                | 0.34 |          |       | $        | 0.12 |   |        | $      | 0.60 |   |        | $      | 0.20 | 
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       
|                                      |                                                                                                                                                        | Diluted  pro forma   |        | $                | 0.32 |          |       | $        | 0.09 |   |        | $      | 0.56 |   |        | $      | 0.16 | 
|                                      |                                                                                                                                                        |                       |        |                  |      |          |       |          |      |   |        |        |      |   |        |       

A valuation using the fair-value-based accounting method has
been made for applicable stock options granted as of
June 30, 2004, and June 29, 2003. That valuation was
performed using the Black-Scholes option-pricing model.



|   |             
|-- | ------------
|4. | Income Taxes

The Corporations income tax provision for the second
quarter 2004 was $7.8 million, or an effective rate of
28.0% of pre-tax income, compared to a tax benefit in the second
quarter 2003 of $0.2 million. The second quarter 2003 tax
benefit reflects a $2.0 million tax benefit resulting from
the favorable completion of tax audits and a corresponding
reduction in tax exposure.

The Corporations income tax provision for the first six
months of 2004 was $11.8 million or an effective rate of
24.8% compared to a tax benefit in the first six months of 2003
of $1.1 million. Both the first six months of 2004 and 2003
included tax benefits ($1.5 million for 2004 and
$4.0 million for 2003) resulting from the favorable
completion of tax audits and a corresponding reduction in tax
exposure.

Realization of the deferred tax assets is dependent upon the
Corporations ability to generate sufficient future taxable
income and, if necessary, execution of its tax planning
strategies. Management believes that it is more-likely-than-not
that future taxable income and tax planning strategies, based on
tax laws in effect as of June 30, 2004, will be sufficient
to realize the

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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


recorded deferred tax assets, net of the existing valuation
allowance at June 30, 2004. Management considers the
scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment. Projected future taxable income is based on
managements forecast of the operating results of the
Corporation, and there can be no assurance that such results
will be achieved. Management periodically reviews such forecasts
in comparison with actual results and expected trends.

Management has identified certain tax planning strategies that
it could utilize to avoid the loss carryforwards expiring prior
to their realization. These tax planning strategies include
primarily sales of non-core assets. In the event management
determines that sufficient future taxable income, in light of
tax planning strategies, may not be generated to fully realize
the net deferred tax assets, the Corporation will increase the
valuation allowance by a charge to income tax expense in the
period of such determination. Additionally, if events occur in
subsequent periods to indicate that a previously recorded
valuation allowance is no longer needed, the Corporation will
decrease the valuation allowance by providing an income tax
benefit in the period of such determination.



|   |                     
|-- | --------------------
|5. | Comprehensive Income

Total comprehensive income and its components are as follows:

|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|---------------------------------------- |  | ------------- | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                         |  |               |        |                 
|                                         |  | Quarter Ended |        | Six Months Ended
|                                         |  |               |        |                 
|                                         |  | June 30,      |        | June 29,         |  | June 30, |        | June 29,
|                                         |  | 2004          |        | 2003             |  | 2004     |        | 2003    
|(In thousands)                           |  |               |        |                  |  |          |        |         
|Net income                               |  | $             | 19,969 |                  |  | $        | 6,754  |          |  | $ | 35,581 |   |  | $ | 11,758 |  
|Foreign currency translation adjustments |  |               | (3,893 | )                |  |          | 23,034 |          |  |   | (6,095 | ) |  |   | 32,360 |  
|Unrealized gains (losses) on securities  |  |               | (17    | )                |  |          | (55    | )        |  |   | (25    | ) |  |   | (106   | )
|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |        |  
|Comprehensive income                     |  | $             | 16,059 |                  |  | $        | 29,733 |          |  | $ | 29,461 |   |  | $ | 44,012 |  
|                                         |  |               |        |                  |  |          |        |          |  |   |        |   |  |   |        |  



|   |                       
|-- | ----------------------
|6. | Derivative Instruments

The Corporation is exposed to market risk from changes in raw
material prices, foreign-exchange rates, and interest rates. At
times, the Corporation may enter into various derivative
instruments to manage certain of those risks. The Corporation
does not enter into derivative instruments for speculative or
trading purposes.



| |                              
| | -----------------------------
| | Commodities Futures Contracts

The Corporation is exposed to risk from fluctuating prices for
certain materials used to manufacture its products, such as:
steel, aluminum, zinc, copper, resins and rubber compounds. At
times, some of the risk associated with usage of copper, zinc
and aluminum is mitigated through the use of futures contracts
that fix the price the Corporation will pay for a commodity.
Commodities futures contracts utilized by the Corporation have
not previously been designated as hedging instruments and do not
qualify for hedge accounting treatment under the provisions of
SFAS No. 133 and SFAS No. 138.
Mark-to-market gains and losses for commodities futures, if any,
are recorded in cost of sales. As of June 30, 2004, the
Corporation had outstanding

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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


commodities futures contracts with a notional amount of
$13.5 million and a market value of $0.9 million. As
of December 31, 2003, the Corporation had outstanding
commodities futures contracts with a notional amount of
$12.2 million and a market value of $1.1 million. Cost
of sales for the quarter ended June 30, 2004, reflects a
loss of $1.3 million related to the mark-to-market
adjustments for commodities futures contracts and for the
quarter ended June 29, 2003, a gain of $0.1 million.
Cost of sales for the six months ended June 30, 2004,
reflects a loss of $0.2 million related to the
mark-to-market adjustments for commodities futures contracts and
had no effect for the six months ended June 29, 2003.



| |                                   
| | ----------------------------------
| | Forward Foreign Exchange Contracts

From time to time, the Corporation utilizes forward foreign
exchange contracts for the sale or purchase of principally
European currencies. Forward foreign exchange contracts utilized
by the Corporation have not previously been designated as
hedging instruments and do not qualify for hedge accounting
treatment under the provisions of SFAS No. 133 and
SFAS No. 138. Mark-to-market gains and losses for
forward foreign exchange contracts, if any, are recorded in
other expense, net. As of June 30, 2004, the Corporation
had no outstanding forward exchange contracts related to foreign
currencies. As of December 31, 2003, the Corporation had
outstanding forward sale contracts with a notional amount of
$14.2 million related to European currencies. Other
expense, net for the quarters and six months ended June 30,
2004 and June 29, 2003, reflected no impact from
mark-to-market adjustments for forward foreign exchange
contracts.



| |                              
| | -----------------------------
| | Interest Rate Swap Agreements

As of June 30, 2004, the Corporation had interest rate swap
agreements totaling a notional amount of $250 million with
approximately one-third maturing in each of the years 2008, 2009
and 2013. The interest rate swaps qualify for the short-cut
method of accounting for a fair value hedge under
SFAS No. 133. The amount to be paid or received under
the interest rate swap agreements is recorded as a component of
net interest expense. Net interest expense for both of the
quarters ended June 30, 2004 and June 29, 2003,
reflect benefits of $1.5 million associated with these
interest rate swap agreements. Net interest expense for the six
months ended June 30, 2004, reflects a benefit of
$3.2 million and for the six months ended June 29,
2003, reflects a benefit of $3.0 million associated with
these interest rate swap agreements.

At June 30, 2004, the net out-of-the-money fair value of
the interest rate swaps was $9.6 million and was recorded
in other long-term liabilities. There was an off-setting
$9.6 million net decrease in the book value of the debt
hedged. At December 31, 2003, the net out-of-the-money fair
value of the interest rate swaps was $4.3 million, which is
comprised of $4.9 million classified in other long-term
liabilities and $0.6 million classified in other long-term
assets, with an off-setting $4.3 million net decrease in
the book value of the debt hedged.

8



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|   |     
|-- | ----
|7. | Debt

The Corporations long-term debt at June 30, 2004, and
December 31, 2003, was:

|                                              |                                     |          |         |              |  |   |         |         |    
|--------------------------------------------- | ----------------------------------- | -------- | ------- | ------------ |  | - | ------- | ------- | ---
|                                              |                                     | June 30, |         | December 31,
|                                              |                                     | 2004     |         | 2003        
|(In thousands)                                |                                     |          |         |             
|Unsecured notes                               |                                     |          |         |              |  |   |         |        
|                                              | 8.25% Notes due 2004                |          | $       |             |  |   | $       | 124,997 | (a)
|                                              | 6.50% Notes due 2006                |          |         | 151,454      |  |   |         | 151,927 |    
|                                              | 7.25% Notes due 2013(b)             |          |         | 118,293      |  |   |         | 120,062 |    
|Unsecured medium-term notes                   |                                     |          |         |              |  |   |         |        
|                                              | 6.63% Medium-term notes due 2008(b) |          |         | 113,579      |  |   |         | 115,216 |    
|                                              | 6.39% Medium-term notes due 2009(b) |          |         | 148,387      |  |   |         | 150,276 |    
|Non-U.S. borrowings due through 2005          |                                     |          | 5,751   |              |  |   | 5,751   |        
|Industrial revenue bonds due through 2008     |                                     |          | 6,355   |              |  |   | 7,055   |        
|Other, including capital leases               |                                     |          | 6,426   |              |  |   | 10,032  |        
|                                              |                                     |          |         |              |  |   |         |        
|Long-term debt (including current maturities) |                                     |          | 550,245 |              |  |   | 685,316 |        
|Less current portion                          |                                     |          | 4,484   |              |  |   | 133,344 |        
|                                              |                                     |          |         |              |  |   |         |        
|Long-term debt                                |                                     | $        | 545,761 |              |  | $ | 551,972 |        
|                                              |                                     |          |         |              |  |   |         |        



---



|    |  |                                                    
|--- |  | ---------------------------------------------------
|(a) |  | Paid in January 2004 from available cash resources.
|   
|(b) |  | See Note 6 regarding interest rate swap agreements.

The Corporation has a $175 million committed revolving
credit facility with a bank group that is secured by, among
other things, accounts receivable, inventory and equipment
located in the United States. The credit facility contains,
among other things, conditions precedent for borrowing;
covenants which, under certain conditions, could limit or
restrict investments, disposition of collateral and payment of
dividends; financial covenants regarding additional debt, liens,
minimum liquidity and capital expenditures; and standard events
of default. The Corporation pays an annual unused commitment fee
of 62.5 basis points on the undrawn balance to maintain
this facility. No borrowings were outstanding under this
facility as of June 30, 2004. Any borrowings outstanding as
of June 2006 would mature on that date.

Outstanding letters of credit, which reduced availability under
the credit facility, amounted to $33.0 million at
June 30, 2004. At times, the Corporation is required, under
certain contracts, to provide letters of credit that may be
drawn in the event the Corporation fails to perform under
contracts entered into in the normal course of its business
activities. Such performance related letters of credit totaled
$0.3 million at June 30, 2004. The remaining letters
of credit relate to third-party insurance claims processing,
existing debt obligations and certain tax incentive programs.

The Corporation has a CAD$45 million (approximately
US$33 million) committed revolving credit facility with a
Canadian bank that is secured by inventory and accounts
receivable located in Canada. The Corporation pays an annual
unused commitment fee of

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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)


27.5 basis points on the undrawn balance to maintain this
facility. This facility matures in September 2006 and no
borrowings were outstanding as of June 30, 2004.

The Corporation has a EUR10 million (approximately
US$12 million) committed revolving credit facility with a
European bank that is secured by inventory and receivables
located in Europe. The Corporation pays an annual unused
commitment fee of 62.5 basis points on the undrawn balance
to maintain this facility. This facility has an indefinite
maturity and no borrowings were outstanding as of June 30,
2004.

As of June 30, 2004, the Corporations aggregate
availability of funds under its credit facilities is
approximately $178.7 million, after deducting outstanding
letters of credit. Availability under the revolving credit
facilities increases or decreases with fluctuations in the value
of the underlying collateral and is subject to the satisfaction
of various covenants and conditions to borrowing. The
Corporation has the option, at the time of drawing funds under
any of the credit facilities, of selecting an interest rate
based on a number of benchmarks including LIBOR, the federal
funds rate, or the prime rate of the agent bank. These are back
up facilities which have not been utilized and the Corporation
currently does not expect to utilize these facilities in the
foreseeable future.



|   |                     
|-- | --------------------
|8. | Assets Held for Sale

Approximately $41 million of previously held for sale
assets associated with certain communications product lines in
the Electrical segment were reclassified as assets held and used
as of March 30, 2003. This reflected the Corporations
decision during the second quarter of 2003 to no longer actively
pursue a sale of those assets. The previous cessation of
depreciation on these assets during the first quarter of 2003
was $1.8 million. No reinstatement of previous depreciation
is required for these assets and the Corporation began
prospective depreciation in the second quarter of 2003.

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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|   |                                     
|-- | ------------------------------------
|9. | Pension and Post-retirement Benefits

Net periodic cost for the Corporations defined benefit
pension plans and for post-retirement health-care and life
insurance benefits included the following components:

|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |     |   |   |     |      |  
|---------------------------------------------------- | ----------------------------- | ---------------- | ------ | --------------- | - | -------- | ------ | -------- | - | - | --- | --- | - | - | --- | ---- | -
|                                                     |                               |                 
|                                                     |                               | Quarter Ended   
|                                                     |                               |                 
|                                                     |                               |                  |        |                
|                                                     |                               |                  |        | Post-retirement
|                                                     |                               | Pension Benefits |        | Benefits       
|                                                     |                               |                  |        |                
|                                                     |                               | June 30,         |        | June 29,        |   | June 30, |        | June 29,
|                                                     |                               | 2004             |        | 2003            |   | 2004     |        | 2003    
|                                                     |                               |                  |        |                 |   |          |        |         
|(In thousands)                                       |                               |                  |        |                 |   |          |        |          |   |   |     |     |   |   |     |     
|Service cost  benefits earned during
    the period |                               | $                | 1,902  |                 |   | $        | 1,933  |          |   | $ | 3   |     |   | $ | 4   |     
|Interest cost on projected benefit obligation        |                               |                  | 4,510  |                 |   |          | 3,499  |          |   |   | 263 |     |   |   | 256 |     
|Expected return on plan assets                       |                               |                  | (4,752 | )               |   |          | (4,006 | )        |   |   |    |     |   |   |    |     
|Net amortization of unrecognized:                    |                               |                  |        |                 |   |          |        |          |   |   |     |     |   |   |     |     
|                                                     | Transition obligation (asset) |                  |        | (2              | ) |          |        | (7       | ) |   |     | 189 |   |   |     | 190  |  
|                                                     | Prior service cost (gain)     |                  |        | 255             |   |          |        | 295      |   |   |     | (58 | ) |   |     | (61  | )
|                                                     | Plan net loss (gain)          |                  |        | 708             |   |          |        | 698      |   |   |     | 23  |   |   |     | (110 | )
|                                                     | Settlement loss               |                  |        |                |   |          |        |         |   |   |     |    |   |   |     |     |  
|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |     |   |   |     |     
|Net periodic pension cost                            |                               | $                | 2,621  |                 |   | $        | 2,412  |          |   | $ | 420 |     |   | $ | 279 |     
|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |     |   |   |     |     

|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |      |   |   |     |      |  
|---------------------------------------------------- | ----------------------------- | ---------------- | ------ | --------------- | - | -------- | ------ | -------- | - | - | --- | ---- | - | - | --- | ---- | -
|                                                     |                               |                 
|                                                     |                               | Six Months Ended
|                                                     |                               |                 
|                                                     |                               |                  |        |                
|                                                     |                               |                  |        | Post-retirement
|                                                     |                               | Pension Benefits |        | Benefits       
|                                                     |                               |                  |        |                
|                                                     |                               | June 30,         |        | June 29,        |   | June 30, |        | June 29,
|                                                     |                               | 2004             |        | 2003            |   | 2004     |        | 2003    
|                                                     |                               |                  |        |                 |   |          |        |         
|(In thousands)                                       |                               |                  |        |                 |   |          |        |          |   |   |     |      |   |   |     |     
|Service cost  benefits earned during
    the period |                               | $                | 4,354  |                 |   | $        | 3,959  |          |   | $ | 9   |      |   | $ | 9   |     
|Interest cost on projected benefit obligation        |                               |                  | 9,116  |                 |   |          | 8,917  |          |   |   | 493 |      |   |   | 512 |     
|Expected return on plan assets                       |                               |                  | (8,948 | )               |   |          | (8,161 | )        |   |   |    |      |   |   |    |     
|Net amortization of unrecognized:                    |                               |                  |        |                 |   |          |        |          |   |   |     |      |   |   |     |     
|                                                     | Transition obligation (asset) |                  |        | (4              | ) |          |        | (15      | ) |   |     | 383  |   |   |     | 384  |  
|                                                     | Prior service cost (gain)     |                  |        | 506             |   |          |        | 542      |   |   |     | (117 | ) |   |     | (117 | )
|                                                     | Plan net loss (gain)          |                  |        | 1,935           |   |          |        | 1,448    |   |   |     | (13  | ) |   |     | (241 | )
|                                                     | Settlement loss               |                  |        | 1,725           |   |          |        |         |   |   |     |     |   |   |     |     |  
|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |      |   |   |     |     
|Net periodic pension cost                            |                               | $                | 8,684  |                 |   | $        | 6,690  |          |   | $ | 755 |      |   | $ | 547 |     
|                                                     |                               |                  |        |                 |   |          |        |          |   |   |     |      |   |   |     |     

The Corporation disclosed in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, that it
expected to contribute $6 million to its qualified pension
plans in 2004. As of June 30, 2004, approximately
$5 million of contributions have been made. The Corporation
presently anticipates contributing an additional $1 million
to fund its qualified pension plans during 2004 for a total of
$6 million. As of June 30, 2004, the Corporation had
contributed approximately $4 million to its non-qualified
pension plans to fund withdrawals and presently does not
anticipate further contributions during 2004 to those plans.

11



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|    |                    
|--- | -------------------
|10. | Segment Disclosures

The Corporation has three reportable segments: Electrical, Steel
Structures and HVAC. During the second quarter of 2004, the
Corporation aggregated its Communications segment, which was
previously reported separately, into its Electrical segment. The
Electrical segment and the former Communications segment have
similar business and economic characteristics. Segment
information for prior periods has been conformed to the current
presentation.

The Electrical segment designs, manufactures and markets
thousands of different connectors, components and other products
for electrical applications. The Steel Structures segment
designs, manufactures and markets tubular steel transmission and
distribution poles and lattice steel transmission towers for
North American power and telecommunications companies. The HVAC
segment designs, manufactures and markets heating and
ventilation products for commercial and industrial buildings.

The Corporations reportable segments are based on a
combination of product lines and channels to market, and
represent the primary mode used to assess allocation of
resources and performance. The Corporation evaluates its
business segments on the basis of segment earnings, with segment
earnings defined as earnings from continuing operations before
interest, taxes, asset impairments, restructuring charges and
certain other charges. The Corporation has no material
inter-segment sales.

|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |         | 
|---------------------------- | --------------------------------- | ------------- | ------ | ---------------- |  | -------- | ------ | -------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                             |                                   |               |        |                 
|                             |                                   | Quarter Ended |        | Six Months Ended
|                             |                                   |               |        |                 
|                             |                                   | June 30,      |        | June 29,         |  | June 30, |        | June 29,
|                             |                                   | 2004          |        | 2003             |  | 2004     |        | 2003    
|                             |                                   |               |        |                  |  |          |        |         
|(In thousands)               |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|Net sales:                   |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|                             | Electrical                        |               | $      | 311,010          |  |          | $      | 275,949  |  |   | $       | 608,699 |  |   | $       | 539,254 | 
|                             | Steel Structures                  |               |        | 29,951           |  |          |        | 21,346   |  |   |         | 56,081  |  |   |         | 43,311  | 
|                             | HVAC                              |               |        | 28,012           |  |          |        | 25,366   |  |   |         | 57,181  |  |   |         | 51,578  | 
|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|                             | Total net sales                   |               | $      | 368,973          |  |          | $      | 322,661  |  |   | $       | 721,961 |  |   | $       | 634,143 | 
|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|Segment earnings:            |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|                             | Electrical                        |               | $      | 32,514           |  |          | $      | 14,323   |  |   | $       | 56,681  |  |   | $       | 25,013  | 
|                             | Steel Structures                  |               |        | 2,571            |  |          |        | 695      |  |   |         | 3,181   |  |   |         | 1,522   | 
|                             | HVAC                              |               |        | 1,091            |  |          |        | 401      |  |   |         | 3,663   |  |   |         | 1,882   | 
|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|                             | Total reportable segment earnings |               |        | 36,176           |  |          |        | 15,419   |  |   |         | 63,525  |  |   |         | 28,417  | 
|Interest expense, net        |                                   |               | (7,484 | )                |  |          | (9,139 | )        |  |   | (15,098 | )       |  |   | (17,419 | )      
|Other (expense) income, net  |                                   |               | (957   | )                |  |          | 232    |          |  |   | (1,092  | )       |  |   | (371    | )      
|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        
|Earnings before income taxes |                                   | $             | 27,735 |                  |  | $        | 6,512  |          |  | $ | 47,335  |         |  | $ | 10,627  |        
|                             |                                   |               |        |                  |  |          |        |          |  |   |         |         |  |   |         |        

12



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##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




|    |              
|--- | -------------
|11. | Contingencies



| |                  
| | -----------------
| | Legal Proceedings



| |                  
| | -----------------
| | Kaiser Litigation

By July 5, 2000, Kaiser Aluminum, its property insurers,
28 Kaiser injured workers, nearby businesses and
18,000 residents near the Kaiser facility in Louisiana
certified as a class, filed product liability and business
interruption cases against the Corporation and six other
defendants in Louisiana state court seeking damages in excess of
$550 million. These cases alleged that a Thomas &
Betts cable tie mounting base failed thereby allowing bundled
cables to come in contact with a 13.8 kv energized bus bar.
This alleged electrical fault supposedly initiated a series of
events culminating in an explosion, which leveled 600 acres
of the Kaiser facility.

A seven-week trial in the fall 2001 resulted in a jury verdict
in favor of the Corporation. However, 13 months later, the
trial court overturned that verdict in granting plaintiffs
judgment notwithstanding the verdict motions. On
December 17, 2002, the trial court judge found the
Thomas & Betts product, an adhesive backed
mounting base, to be unreasonably dangerous and therefore
assigned 25% fault to T&B. The judge set the damages
for the injured worker at $20 million and the damages for
Kaiser at $335 million. The Corporations
25% allocation is $88.8 million, plus legal interest.
The Corporation has appealed this ruling. Management believes
there are meritorious defenses to the claim and intends to
contest the litigation vigorously.

The appeal required a bond in the amount of $104 million
(the judgment plus legal interest). Plaintiffs successfully
moved the trial court to increase the bond to $156 million.
The Corporations liability insurers have secured the
$156 million bond.

The Corporation has not reflected a liability in its financial
statements for the Kaiser litigation because management believes
meritorious defenses exist for this claim and thus management
does not believe a loss is probable. Further, until there are
new developments in the case that would provide more concrete
amounts, management cannot provide any better range of possible
losses than zero to the amount of the judgment. The Corporation
has insurance coverage in excess of the judgment.



| |         
| | --------
| | Asbestos

The Corporation and two subsidiaries, Amerace Corporation and
L.E. Mason (Red Dot), acquired respectively in 1995 and
1999, are subject to asbestos lawsuits in Mississippi, New
Jersey and four other states, related to either undefined and
unidentified or historic products. In all cases, the Corporation
is investigating these allegations. Amerace is one of hundreds
of defendants and Red Dot and the Corporation are one of dozens
of defendants. No product of Amerace, Red Dot or Thomas and
Betts has been identified in these cases that contain asbestos.
The Corporation has been dismissed in two of the lawsuits. In
the Amerace litigation, four lawsuits have already been
dismissed. Potential exposure at this time, if any, cannot be
estimated. Management believes, however, that there is no merit
to these claims, that damages, if any, are remote and
believes that a loss is not probable in any of these cases.
Insurance coverage is available in connection with these claims.

13



---



##### Table of Contents



THOMAS & BETTS CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS
(UNAUDITED)  (Continued)




| |                    
| | -------------------
| | Other Legal Matters

The Corporation is also involved in legal proceedings and
litigation arising in the ordinary course of business. In those
cases where the Corporation is the defendant, plaintiffs may
seek to recover large and sometimes unspecified amounts, or
other types of relief and some matters may remain unresolved for
several years. Such matters may be subject to many uncertainties
and outcomes are not predictable with assurance. The Corporation
has provided for losses to the extent probable and estimable;
however, additional losses, even though not anticipated, could
be material with respect to the Corporations financial
position, results of operations or liquidity in any given period.

14



---



##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis of Financial
    Condition and Results of Operations

Executive Overview



| |             
| | ------------
| | Introduction

Thomas & Betts Corporation is a leading designer and
manufacturer of connectors and components for electrical
markets. We are also a leading producer of highly engineered
steel structures, used primarily for utility power lines, and
industrial heating units. We operate approximately 130
manufacturing, distribution and office facilities around the
world in approximately 20 countries. Manufacturing, marketing
and sales activities are concentrated primarily in North America
and Europe.

We sell our products (1) through electrical, telephone,
cable and heating, ventilation and air-conditioning
distributors; (2) directly to original equipment
manufacturers and certain end users; and (3) through mass
merchandisers, catalog merchandisers and home improvement
centers. We pursue growth through market penetration, new
product development, and, at times, acquisitions.



| |             
| | ------------
| | 2004 Outlook

We expect higher costs of raw materials  especially
steel  during the second half of 2004 than were
encountered during the first half of 2004. For the remainder of
2004, we expect steel and other raw material cost increases to
be between $12 million to $15 million per quarter. We
continue to believe that the higher raw materials costs during
the balance of 2004 will be largely offset through higher prices
for our products, and, to a lesser extent, productivity
improvements. If steel prices continue to rise, we will consider
further price increases.

Continued strong demand for steel combined with low levels of
steel imports, as the U.S. dollar remains weak, is putting
pressure on the domestic supply of steel. Therefore, we face the
possibility of limited availability for steel 
primarily in our highly engineered Steel Structures
segment  during the remainder of 2004, but are
working closely with our steel suppliers to avoid any serious
disruption to our operations.

Based on our experience during the first half of 2004, we expect
a high-single-digit increase in sales and significantly higher
earnings in the second half of 2004 compared to the same period
in 2003. We now believe our full-year 2004 net earnings per
diluted share will fall within the range of $1.20 to $1.25.



| |               
| | --------------
| | Business Risks

There are many factors that could pose a risk to our business
and our ability to execute our business plan, some of which are
beyond our control. A description of these factors is included
in the Business Risks section of our Annual Report
on Form 10-K for the fiscal period ended December 31,
2003. These factors include, but are not limited to:



| |                                                                    
| | -------------------------------------------------------------------
| |  Risks Related to Credit Quality of Customers                     
|
| |  Negative Economic Conditions May Adversely Affect
    Performance
|
| |  Changes in Customer Demand                                       



|  |                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------
| | Adverse Regulatory, Environmental, Monetary or Other
    Governmental Policies Which May Affect Profitability

15



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##### Table of Contents





|  |                               
|- | ------------------------------
| | Adequacy of Insurance         
| 
| | Terrorist Acts and Acts of War



| |                           
| | --------------------------
| | Forward-looking Statements

This Report includes forward-looking statements that are subject
to risks and uncertainties in our operations, business, economic
and political environment. Statements that contain words such as
achieve, believes, expects,
trend, continue, should,
could, may, plan,
possibility, projected, will
or similar expressions are forward-looking statements. Such
statements are subject to risks and uncertainties, and many
factors could affect the future financial results of the
Corporation. Accordingly, actual results or achievements may
differ materially from those expressed or implied by the
forward-looking statements contained in this Report. For more
information about these risks and uncertainties please see the
section entitled, Caution Regarding Forward-Looking
Statements contained in our Annual Report on
Form 10-K for the fiscal period ended December 31,
2003.

Comparison of Periods in 2004 with Periods in 2003



| |         
| | --------
| | Overview

Our earnings from operations for the second quarter and first
six months of 2004 were up significantly compared to the
prior-year periods. These earnings improvements reflect
increased demand in all of our segments, with our plants
benefiting from better absorption on the increased sales
volumes. Although we experienced rising raw material
costs  especially steel  during the first
half of 2004, the adverse impacts on results for the second
quarter and first six months of 2004 were minimal as the higher
raw materials costs were largely offset through higher prices
for our products, and to a lesser extent, productivity
improvements.

16



---



##### Table of Contents



Consolidated Results

|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |   | 
|------------------------------------ | ------- | ------------- | ----- | ------------- |  | -------- | ----- | -------- |  | - | ----- | ---- |  |  | ----- | - | 
|                                     |         |              
|                                     |         | Quarter Ended
|                                     |         |              
|                                     |         |               |       |              
|                                     |         | June 30, 2004 |       | June 29, 2003
|                                     |         |               |       |              
|                                     |         | In            |       | % of Net      |  | In       |       | % of Net
|                                     |         | Millions      |       | Sales         |  | Millions |       | Sales   
|                                     |         |               |       |               |  |          |       |         
|Net sales                            |         | $             | 369.0 |               |  |          | 100.0 |          |  | $ | 322.7 |      |  |  | 100.0 |  
|Cost of sales                        |         |               | 261.7 |               |  |          | 70.9  |          |  |   | 239.2 |      |  |  | 74.1  |  
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Gross profit                         |         |               | 107.3 |               |  |          | 29.1  |          |  |   | 83.5  |      |  |  | 25.9  |  
|Selling, general and administrative  |         |               | 71.7  |               |  |          | 19.4  |          |  |   | 68.6  |      |  |  | 21.3  |  
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings from operations             |         |               | 35.6  |               |  |          | 9.7   |          |  |   | 14.9  |      |  |  | 4.6   |  
|Income from unconsolidated companies |         |               | 0.6   |               |  |          | 0.1   |          |  |   | 0.6   |      |  |  | 0.2   |  
|Interest expense, net                |         |               | (7.5  | )             |  |          | (2.0  | )        |  |   | (9.1  | )    |  |  | (2.8  | )
|Other (expense) income, net          |         |               | (0.9  | )             |  |          | (0.3  | )        |  |   | 0.2   |      |  |  |      |  
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings before income taxes         |         |               | 27.8  |               |  |          | 7.5   |          |  |   | 6.6   |      |  |  | 2.0   |  
|Income tax provision (benefit)       |         |               | 7.8   |               |  |          | 2.1   |          |  |   | (0.2  | )    |  |  | (0.1  | )
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Net earnings                         |         | $             | 20.0  |               |  |          | 5.4   |          |  | $ | 6.8   |      |  |  | 2.1   |  
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Per share earnings:                  |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Basic   |               | $     | 0.34          |  |          |       |          |  |   | $     | 0.12 |  |  |       |   | 
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Diluted |               | $     | 0.34          |  |          |       |          |  |   | $     | 0.12 |  |  |       |   | 
|                                     |         |               |       |               |  |          |       |          |  |   |       |      |  |  |       |  

|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |   | 
|------------------------------------ | ------- | ---------------- | ----- | ------------- |  | -------- | ----- | -------- |  | - | ----- | ---- |  |  | ----- | - | 
|                                     |         |                 
|                                     |         | Six Months Ended
|                                     |         |                 
|                                     |         |                  |       |              
|                                     |         | June 30, 2004    |       | June 29, 2003
|                                     |         |                  |       |              
|                                     |         | In               |       | % of Net      |  | In       |       | % of Net
|                                     |         | Millions         |       | Sales         |  | Millions |       | Sales   
|                                     |         |                  |       |               |  |          |       |         
|Net sales                            |         | $                | 722.0 |               |  |          | 100.0 |          |  | $ | 634.2 |      |  |  | 100.0 |  
|Cost of sales                        |         |                  | 515.0 |               |  |          | 71.3  |          |  |   | 465.6 |      |  |  | 73.4  |  
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Gross profit                         |         |                  | 207.0 |               |  |          | 28.7  |          |  |   | 168.6 |      |  |  | 26.6  |  
|Selling, general and administrative  |         |                  | 144.7 |               |  |          | 20.1  |          |  |   | 141.6 |      |  |  | 22.3  |  
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings from operations             |         |                  | 62.3  |               |  |          | 8.6   |          |  |   | 27.0  |      |  |  | 4.3   |  
|Income from unconsolidated companies |         |                  | 1.3   |               |  |          | 0.2   |          |  |   | 1.4   |      |  |  | 0.2   |  
|Interest expense, net                |         |                  | (15.1 | )             |  |          | (2.1  | )        |  |   | (17.4 | )    |  |  | (2.7  | )
|Other (expense) income, net          |         |                  | (1.1  | )             |  |          | (0.2  | )        |  |   | (0.3  | )    |  |  | (0.1  | )
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Earnings before income taxes         |         |                  | 47.4  |               |  |          | 6.5   |          |  |   | 10.7  |      |  |  | 1.7   |  
|Income tax provision (benefit)       |         |                  | 11.8  |               |  |          | 1.6   |          |  |   | (1.1  | )    |  |  | (0.2  | )
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Net earnings                         |         | $                | 35.6  |               |  |          | 4.9   |          |  | $ | 11.8  |      |  |  | 1.9   |  
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|Per share earnings:                  |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Basic   |                  | $     | 0.61          |  |          |       |          |  |   | $     | 0.20 |  |  |       |   | 
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  
|                                     | Diluted |                  | $     | 0.60          |  |          |       |          |  |   | $     | 0.20 |  |  |       |   | 
|                                     |         |                  |       |               |  |          |       |          |  |   |       |      |  |  |       |  

17



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##### Table of Contents





| |                           
| | --------------------------
| | Net Sales and Gross Profit

Our second quarter 2004 net sales were up
$46.3 million, or 14.4%, from the prior-year period.
Favorable foreign currency accounted for approximately
$7 million of the increase. For the first six months of
2004, net sales were up $87.8 million, or 13.8% from the
prior-year period. Favorable currency accounted for
approximately $21 million of the year to date increase. The
increases in sales volume reflect increased demand during 2004
in all of our segments.

The second quarter 2004 gross margin was 29.1% of net sales,
compared to 25.9% in the prior-year period. For the first six
months of 2004, our gross margin was 28.7% of net sales,
compared to 26.6% in the prior-year period. These gross margin
improvements reflect increased sales volumes with our plants
benefiting from better absorption. Rising raw material costs had
a minimal impact on our 2004 results, as increases were largely
off-set through higher prices for our products, and to a lesser
extent, productivity improvements. Our year to date gross margin
in 2003 reflected a first quarter benefit of $1.8 million
from the cessation of depreciation on assets previously held for
sale.



| |         
| | --------
| | Expenses

Second quarter 2004 selling, general and administrative
(SG&A) expense was 19.4% of net sales, compared to 21.3% of
net sales in the prior-year period. For the first six months of
2004, our SG&A expense was 20.1% of net sales, compared to
22.3% of net sales in the prior-year period. These underlying
improvements in SG&A expense as a percent of net sales
reflect higher sales levels and our continued efforts to reduce
and tightly control expenses.



| |                       
| | ----------------------
| | Interest Expense  Net

Net interest expense for the second quarter 2004 was
$7.5 million, down from $9.1 million compared to the
year-earlier period due primarily to lower debt levels. For the
first six months of 2004, our net interest expense was
$15.1 million, down from $17.4 million in the
prior-year period, also due primarily to lower debt levels.
Interest income of $0.8 million for the second quarter of
2004 and $1.8 million for the first six months of 2004,
which are included in net interest expense, were relatively flat
with the prior year periods.



| |             
| | ------------
| | Income Taxes

Our income tax provision for the second quarter 2004 was
$7.8 million or an effective tax rate of 28.0% of pre-tax
income compared to a tax benefit in the second quarter 2003 of
$0.2 million. The second quarter 2003 tax benefit reflects
a $2.0 million tax benefit resulting from the favorable
completion of tax audits and a corresponding reduction in tax
exposure. For the first six months of 2004, our income tax
provision was $11.8 million or an effective rate of 24.8%
compared to a tax benefit in the year-earlier period of
$1.1 million. Both the first six months of 2004 and 2003
included tax benefits ($1.5 million for 2004 and
$4.0 million for 2003) resulting from the favorable
completion of tax audits and a corresponding reduction in tax
exposure.

18



---



##### Table of Contents





| |             
| | ------------
| | Net Earnings

Net earnings were $20.0 million, or $0.34 per basic
and diluted share, in the second quarter 2004 compared to net
earnings of $6.8 million, or $0.12 per basic and
diluted share, in the second quarter 2003. For the first six
months of 2004, net earnings were $35.6 million, or
$0.61 per basic and $0.60 per diluted share, compared
to net earnings of $11.8 million, or $0.20 per basic
and diluted share, in the year-earlier period.

Segment Results

We evaluate our business segments on the basis of segment
earnings, with segment earnings defined as earnings from
continuing operations before interest, taxes, asset impairments,
restructuring charges and certain other charges.

The Corporation has three reportable segments: Electrical, Steel
Structures and HVAC. During the second quarter of 2004, the
Corporation aggregated its Communications segment, which was
previously reported separately, into its Electrical segment. The
Electrical segment and the former Communications segment have
similar business and economic characteristics. Segment
information for prior periods has been conformed to the current
presentation.

Our aggregate segment earnings are significantly influenced by
the operating performance of the Electrical segment that
represents more than three-fourths of net sales and a
substantial portion of segment earnings during each of the
periods presented.

|                 |  |               |       |                  |  |               |       |               |  |          |       |          |  |          |       |          |  |   |       |  |  |  |       |  |  |   |       |  |  |  |       | 
|---------------- |  | ------------- | ----- | ---------------- |  | ------------- | ----- | ------------- |  | -------- | ----- | -------- |  | -------- | ----- | -------- |  | - | ----- |  |  |  | ----- |  |  | - | ----- |  |  |  | ----- | 
|                 |  |               |       |                 
|                 |  | Quarter Ended |       | Six Months Ended
|                 |  |               |       |                 
|                 |  |               |       |                  |  |               |       |              
|                 |  | June 30, 2004 |       | June 29, 2003    |  | June 30, 2004 |       | June 29, 2003
|                 |  |               |       |                  |  |               |       |              
|                 |  | In            |       | % of Net         |  | In            |       | % of Net      |  | In       |       | % of Net |  | In       |       | % of Net
|Net Sales        |  | Millions      |       | Sales            |  | Millions      |       | Sales         |  | Millions |       | Sales    |  | Millions |       | Sales   
|                 |  |               |       |                  |  |               |       |               |  |          |       |          |  |          |       |         
|Electrical       |  | $             | 311.0 |                  |  |               | 84.3  |               |  | $        | 276.0 |          |  |          | 85.5  |          |  | $ | 608.7 |  |  |  | 84.3  |  |  | $ | 539.3 |  |  |  | 85.0  | 
|Steel Structures |  |               | 30.0  |                  |  |               | 8.1   |               |  |          | 21.3  |          |  |          | 6.6   |          |  |   | 56.1  |  |  |  | 7.8   |  |  |   | 43.3  |  |  |  | 6.8   | 
|HVAC             |  |               | 28.0  |                  |  |               | 7.6   |               |  |          | 25.4  |          |  |          | 7.9   |          |  |   | 57.2  |  |  |  | 7.9   |  |  |   | 51.6  |  |  |  | 8.2   | 
|                 |  |               |       |                  |  |               |       |               |  |          |       |          |  |          |       |          |  |   |       |  |  |  |       |  |  |   |       |  |  |  |       | 
|                 |  | $             | 369.0 |                  |  |               | 100.0 |               |  | $        | 322.7 |          |  |          | 100.0 |          |  | $ | 722.0 |  |  |  | 100.0 |  |  | $ | 634.2 |  |  |  | 100.0 | 
|                 |  |               |       |                  |  |               |       |               |  |          |       |          |  |          |       |          |  |   |       |  |  |  |       |  |  |   |       |  |  |  |       | 

|                 |  |               |      |                  |  |               |      |               |  |          |      |          |  |          |     |          |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     | 
|---------------- |  | ------------- | ---- | ---------------- |  | ------------- | ---- | ------------- |  | -------- | ---- | -------- |  | -------- | --- | -------- |  | - | ---- |  |  |  | --- |  |  | - | ---- |  |  |  | --- | 
|                 |  |               |      |                 
|                 |  | Quarter Ended |      | Six Months Ended
|                 |  |               |      |                 
|                 |  |               |      |                  |  |               |      |              
|                 |  | June 30, 2004 |      | June 29, 2003    |  | June 30, 2004 |      | June 29, 2003
|                 |  |               |      |                  |  |               |      |              
|                 |  | In            |      | % of Net         |  | In            |      | % of Net      |  | In       |      | % of Net |  | In       |     | % of Net
|Segment Earnings |  | Millions      |      | Sales            |  | Millions      |      | Sales         |  | Millions |      | Sales    |  | Millions |     | Sales   
|                 |  |               |      |                  |  |               |      |               |  |          |      |          |  |          |     |         
|Electrical       |  | $             | 32.5 |                  |  |               | 10.5 |               |  | $        | 14.3 |          |  |          | 5.2 |          |  | $ | 56.7 |  |  |  | 9.3 |  |  | $ | 25.0 |  |  |  | 4.6 | 
|Steel Structures |  |               | 2.6  |                  |  |               | 8.6  |               |  |          | 0.7  |          |  |          | 3.3 |          |  |   | 3.2  |  |  |  | 5.7 |  |  |   | 1.5  |  |  |  | 3.5 | 
|HVAC             |  |               | 1.1  |                  |  |               | 3.9  |               |  |          | 0.4  |          |  |          | 1.6 |          |  |   | 3.6  |  |  |  | 6.4 |  |  |   | 1.9  |  |  |  | 3.6 | 
|                 |  |               |      |                  |  |               |      |               |  |          |      |          |  |          |     |          |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     | 
|                 |  | $             | 36.2 |                  |  |               | 9.8  |               |  | $        | 15.4 |          |  |          | 4.8 |          |  | $ | 63.5 |  |  |  | 8.8 |  |  | $ | 28.4 |  |  |  | 4.5 | 
|                 |  |               |      |                  |  |               |      |               |  |          |      |          |  |          |     |          |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     | 



| |                   
| | ------------------
| | Electrical Segment

Second quarter 2004 net sales in the Electrical segment
were up $35.0 million or 12.7% on a year-over-year basis.
Favorable foreign currency accounted for approximately
$7 million of the increase. For the first six months of
2004, net sales for the Electrical segment were up
$69.4 million or 12.9% on a year-over-year basis. Foreign
currency accounted for approximately $19 million of the
increase. The increases in sales volumes are primarily as a
result of increases in industrial spending and increased capital
spending by utilities, particularly for underground distribution
system maintenance and installations.

19



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##### Table of Contents



Second quarter 2004 segment earnings in the Electrical segment
increased significantly to $32.5 million compared to the
second quarter 2003. For the first six months of 2004,
Electrical segment earnings of $56.7 million were also
significantly higher than the year-earlier period. These results
reflect the impact of higher sales volumes, productivity
improvements and our ability to largely offset higher raw
material costs.



| |               
| | --------------
| | Other Segments

Second quarter 2004 net sales in the Steel Structures segment
were up $8.6 million or 40.3% on a year-over-year basis.
For the first six months of 2004, net sales for the Steel
Structures segment were up $12.8 million or 29.5% on a
year-over-year basis. Investment by U.S. electrical
utilities to complete previously scheduled network upgrades and
expansion projects drove these sales increases. Segment earnings
in the second quarter and first six months of 2004 were also
higher compared to the year-earlier periods, reflecting the
higher sales volumes and our ability to largely offset higher
raw material costs through the use of steel surcharges.

Second quarter 2004 net sales in the HVAC segment were up
$2.6 million or 10.4% on a year-over-year basis. For the
first six months of 2004, net sales for the HVAC segment were up
$5.6 million or 10.9% on a year-over-year basis. These
increases reflect an increase in industrial spending. Segment
earnings in the second quarter and first six months of 2004 were
also higher compared to the year-earlier periods, reflecting
higher sales volumes and lower expenses.



| |                             
| | ----------------------------
| | Critical Accounting Policies

The preparation of financial statements contained in this Report
requires the use of estimates and assumptions to determine
certain amounts reported as net sales, costs, expenses, assets
or liabilities and certain amounts disclosed as contingent
assets or liabilities. We cannot assure that actual results will
not differ from those estimates or assumptions. Our significant
accounting policies are described in Note 2 of the Notes to
Consolidated Financial Statements in our Annual Report on
Form 10-K for the fiscal period ended December 31,
2003. We believe that our critical accounting policies include:
Revenue Recognition; Inventory Valuation; Goodwill and Other
Intangible Assets; Long-Lived Assets; Income Taxes; and
Environmental Costs.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue Recognition: We recognize revenue when finished
    products are shipped to unaffiliated customers and both title
    and risks of ownership are transferred. Sales discounts,
    quantity and price rebates, and allowances are estimated based
    on contractual commitments and experience and recorded in the
    period as a reduction of revenue in which the sale is
    recognized. Some distributors, primarily in the Electrical
    segment, have the right to return goods under certain
    circumstances and those returns, which are reasonably estimable,
    are accrued as a reduction of revenue at the time of shipment.
    We analyze historical returns and allowances, current economic
    trends and specific customer circumstances when evaluating the
    adequacy of accounts receivable-related reserves and accruals.
|
| |  | Inventory Valuation: Inventories are stated at the lower
    of cost or market. Cost is determined using the first-in,
    first-out (FIFO) method. To ensure inventories are carried at
    the lower of cost or market, we periodically evaluate the
    carrying value of our inventories. We also periodically perform
    an evaluation of inventory for excess and obsolete items. Such
    evaluations are based on our judgment and use of estimates. Such
    estimates incorporate inventory quantities on-hand, aging of the
    inventory, sales forecasts                                                                                                                                                                                                                                                                                         

20



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | for particular product groupings, planned dispositions of
    product lines and overall industry trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Goodwill and Other Intangible Assets: We follow the
    provisions of Statement of Financial Accounting Standards (SFAS)
    No. 142, Goodwill and Other Intangible Assets.
    SFAS No. 142 requires a transitional and annual test
    of goodwill and indefinite lived assets associated with
    reporting units for indications of impairment. We perform our
    annual impairment assessment in the fourth quarter of each year,
    unless circumstances dictate more frequent assessments. Under
    the provisions of SFAS No. 142, each test of goodwill
    requires us to determine the fair value of each reporting unit,
    and compare the fair value to the reporting units carrying
    amount. To the extent a reporting units carrying amount
    exceeds its fair value, an indication exists that the reporting
    units goodwill may be impaired and we must perform a
    second, more detailed, impairment assessment. The second
    impairment assessment involves allocating the reporting
    units fair value to all of our recognized and unrecognized
    assets and liabilities in order to determine the implied fair
    value of the reporting units goodwill as of the assessment
    date. The implied fair value of the reporting units
    goodwill is then compared to the carrying amount of goodwill to
    quantify an impairment charge as of the assessment date.                                                        
|
| |  | Long-Lived Assets: We follow the provisions of
    SFAS No. 144, Accounting for the Impairment or
    Disposal of Long-Lived Assets. SFAS No. 144
    establishes accounting standards for the impairment of
    long-lived assets such as property, plant and equipment and
    intangible assets subject to amortization. For purposes of
    recognizing and measuring impairment of long-lived assets, we
    evaluate assets for associated product groups. We review
    long-lived assets to be held- and-used for impairment whenever
    events or changes in circumstances indicate that the carrying
    amount of the assets may not be recoverable. If the sum of the
    undiscounted expected future cash flows over the remaining
    useful life of the primary asset in the associated product
    groups is less than the carrying amount of the assets, the
    assets are considered to be impaired. Impairment losses are
    measured as the amount by which the carrying amount of the
    assets exceeds the fair value of the assets. When fair values
    are not available, we estimate fair value using the expected
    future cash flows discounted at a rate commensurate with the
    risks associated with the recovery of the assets. Assets to be
    disposed of are reported at the lower of carrying amount or fair
    value less costs to sell.                                                                                       
|
| |  | Income Taxes: We use the asset and liability method of
    accounting for income taxes. This method recognizes the expected
    future tax consequences of temporary differences between book
    and tax bases of assets and liabilities and provides a valuation
    allowance based on a more-likely-than-not criteria. We have
    valuation allowances for deferred tax assets primarily
    associated with operating loss carryforwards, tax credit
    carryforwards and deferred state income tax assets. Realization
    of the deferred tax assets is dependent upon our ability to
    generate sufficient future taxable income and, if necessary,
    execution of our tax planning strategies. We believe that it is
    more-likely-than-not that future taxable income, based on
    enacted tax law in effect as of June 30, 2004, will be
    sufficient to realize the recorded deferred tax assets net of
    existing valuation allowances. We consider the scheduled
    reversal of deferred tax liabilities, projected future taxable
    income and tax planning strategies, which involve estimates and
    uncertainties, in making this assessment. Tax planning
    strategies include primarily sales of non-core assets. Projected
    future taxable income is based on our forecast of Thomas &
    Betts operating results. We periodically review such
    forecasts in comparison with actual results and expected trends.
    In the event

21



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | we determine that sufficient future taxable income, in light of
    tax planning strategies, may not be generated to fully realize
    net deferred tax assets, we will increase valuation allowances
    by a charge to income tax expense in the period of such
    determination.                                                                                                                           
|
| |  | Environmental Costs: Environmental expenditures that
    relate to current operations are expensed or capitalized, as
    appropriate. Remediation costs that relate to an existing
    condition caused by past operations are accrued when it is
    probable that those costs will be incurred and can be reasonably
    estimated based on evaluations of current available facts
    related to each site.

Liquidity and Capital Resources

We had cash and cash equivalents of $267.5 million at
June 30, 2004, and $387.4 million at December 31,
2003.

The following table reflects the primary category totals in our
Consolidated Statements of Cash Flows.

|                                                         |  |                  |        |          |  |   |      |  
|-------------------------------------------------------- |  | ---------------- | ------ | -------- |  | - | ---- | -
|                                                         |  |                 
|                                                         |  | Six Months Ended
|                                                         |  |                 
|                                                         |  | June 30,         |        | June 29,
|                                                         |  | 2004             |        | 2003    
|                                                         |  |                  |        |         
|(In millions)                                            |  |                  |        |          |  |   |      |  
|Net cash provided by (used in) operating
    activities  |  | $                | 16.7   |          |  | $ | (3.1 | )
|Net cash provided by (used in) investing
    activities  |  |                  | (11.0  | )        |  |   | 34.1 |  
|Net cash provided by (used in) financing
    activities  |  |                  | (123.1 | )        |  |   | 58.3 |  
|Effect of exchange-rate changes on cash                  |  |                  | (2.5   | )        |  |   | 8.2  |  
|                                                         |  |                  |        |          |  |   |      |  
|Net increase (decrease) in cash and cash
    equivalents |  | $                | (119.9 | )        |  | $ | 97.5 |  
|                                                         |  |                  |        |          |  |   |      |  



| |                     
| | --------------------
| | Operating Activities

Cash provided by operating activities during the first six
months of 2004 improved by $19.8 million compared with cash
used by operating activities during the first six months of
2003. The first six months of 2004 reflected stronger net
earnings which was partially offset by increases in accounts
receivable and inventories in the current year. Higher accounts
receivable during 2004 reflects higher sales levels. The
increase in inventories during 2004 reflects higher current year
raw materials costs as well as some inventory build to ensure
high service levels to our customers.



| |                     
| | --------------------
| | Investing Activities

Our marketable securities transactions during the first six
months of 2004 were minimal as compared with $30.9 million of
marketable securities acquired and $79.1 million of proceeds
from matured marketable securities in the same period last year.

During the first six months of 2004, capital expenditures
totaled $11.0 million, as compared with $14.3 million
in the same period last year. We expect capital expenditures of
approximately $30 million for the full year 2004.

22



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##### Table of Contents





| |                     
| | --------------------
| | Financing Activities

Cash used by financing activities during the first six months of
2004 reflected debt repayments of $129.3 million and stock
options exercised of $6.2 million. Of the total current
debt at December 31, 2003, $125 million of senior
unsecured notes payable were paid upon maturity in January 2004
from available cash resources. Cash provided by financing
activities during the first six months of 2003 reflected debt
proceeds of $125.2 million, debt repayments of
$63.5 million and debt issuance costs on recapitalization
of $3.4 million.



| |                              
| | -----------------------------
| | $175 million Credit Agreement

We have a $175 million committed revolving credit facility
with a bank group that is secured primarily by accounts
receivable, inventory and equipment located in the United
States. We have the option, at the time of drawing funds under
the facility, of selecting an interest rate based on the London
Interbank Offered Rate (LIBOR), the federal funds rate, or the
prime rate of the agent bank. The credit facility matures in
June 2006. No borrowings were outstanding under this facility as
of June 30, 2004. The $175 million credit facility
contains financial covenants covering liquidity, consolidated
liquidity, consolidated net assets, consolidated tangible net
assets and capital expenditures. In addition, the credit
facility contains negative covenants regarding, among other
things, restricted payments and purchases, liens and disposition
of assets. These covenants include the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Minimum Liquidity. During the term of the credit
    agreement, we must maintain liquidity (as defined in the credit
    agreement) of not less than $100,000,000, unless (1) our
    senior unsecured notes due in 2004 and 2006 have been paid in
    full, (2) the Fixed Charge Coverage Ratio (as defined in
    the credit agreement), determined as of the last day of the
    immediately preceding fiscal month, is greater than 1.15 to
    1.00, and (3) the Interest Coverage Ratio (as defined in
    the credit agreement), determined as of the last day of the
    immediately preceding fiscal month, is greater than 1.30 to 1.00.
|
| | (b) Minimum Consolidated Liquidity. During the term
    of the credit agreement, we must maintain Consolidated Liquidity
    (as defined in the credit agreement), of not less than
    $175,000,000, unless the Fixed Charge Coverage Ratio, determined
    as of the last day of the immediately succeeding fiscal quarter,
    and as of the last day of each fiscal quarter ending thereafter
    until such time as Consolidated Liquidity remains above
    $175,000,000 for two consecutive fiscal quarters, is greater
    than or equal to 1.00 to 1.00.                                                                                      
|
| | (c) Consolidated Net Assets. Ten percent of our
    Consolidated Net Assets (as defined in the credit agreement)
    must at all times be greater than $52,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (d) Consolidated Tangible Net Assets. Twelve and
    one-half percent of our Consolidated Tangible Net Assets (as
    defined in the credit agreement) must at all times be greater
    than $52,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (e) Capital Expenditures. Our capital expenditures
    may not exceed $60,000,000 in the aggregate during any fiscal
    year; provided, however, to the extent that amounts available
    for capital expenditures with respect to any fiscal year are not
    used, up to $10,000,000 of such amounts may be carried forward
    to increase the dollar limit for capital expenditures during the
    following fiscal year.                                                                                                                                                                                                                         

We are in compliance with all of these financial covenants as of
June 30, 2004. However, should we breach our covenants
under the credit agreement it could adversely affect our ability
to renew or obtain new credit facilities in the future.

23



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##### Table of Contents



The credit agreement contains other significant terms such as,
in general:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Restricted Payments and Purchases. We may not declare or
    make any Restricted Payment or Purchase (as defined in the
    credit agreement); however, provided that we are in compliance
    with certain financial covenants, we can pay cash dividends or
    repurchase common stock. We are in compliance with such
    financial covenants. Also, the Corporations subsidiaries
    may make certain payments to the parent or certain subsidiaries
    of the Corporation.                                                                                                                                                                            
|
| | Liens. We may not create, assume or permit to exist any
    lien on any of our property, except for Permitted Liens (as
    defined in the credit agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Disposition of Assets. We may not dispose of any assets,
    property or business, except for the sale of inventory in the
    ordinary course of business, physical assets used in the
    ordinary course of business, and specific dispositions set forth
    in the credit agreement. For example, we may dispose of certain
    equipment if such equipment is replaced with equipment having a
    fair market value equal to or greater than the equipment
    disposed of, and the transaction meets the other requirements in
    the credit agreement, and the value of equipment securing the
    credit facility does not drop below $29.4 million.

At times, we provide letters of credit that may be drawn in the
event we fail to perform under contracts entered into in the
normal course of our business activities. These performance
related letters of credit totaled $0.3 million at
June 30, 2004. The remaining letters of credit relate to
third-party insurance claims processing, existing debt
obligations and certain tax incentive programs. At June 30,
2004, outstanding letters of credit, or similar financial
instruments that reduce the amount available under the
$175 million credit facility totaled $33.0 million.



| |                        
| | -----------------------
| | Other Credit Facilities

We have a committed revolving credit facility with a Canadian
bank with a borrowing capacity to CAD$45 million that
matures in September 2006. Availability under this facility is
CAD$45 million (approximately US$33 million) as of
June 30, 2004. This facility is secured by inventory and
accounts receivable located in Canada. No borrowings were
outstanding under this facility as of June 30, 2004.

We have a EUR10 million committed revolving credit facility
with a European bank that has an indefinite maturity. This
facility is secured by inventory and receivables located in
Europe. Availability under this facility is EUR10 million
(approximately US$12 million) as of June 30, 2004. No
borrowings were outstanding under this facility as of
June 30, 2004.

These other credit facilities contain standard covenants which,
under certain conditions, could limit or restrict the payment of
dividends, investments, liens, debt and dispositions of
collateral similar to those contained in the $175 million
credit agreement. Also included are financial covenants
regarding minimum liquidity and capital expenditures similar to
those contained in the $175 million credit agreement. The
credit facilities contain standard events of default such as
covenant default and cross-default.



| |                            
| | ---------------------------
| | Compliance and Availability

We are in compliance with all covenants or other requirements
set forth in our credit facilities.

24



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##### Table of Contents



As of June 30, 2004, the aggregate availability of funds
under our credit facilities was approximately
$178.7 million, after deducting outstanding letters of
credit. Availability under the revolving credit facilities
increases or decreases with fluctuations in the value of the
underlying collateral and is subject to the satisfaction of
various covenants and conditions to borrowing. These are back up
facilities that have not been utilized and we currently do not
expect to utilize these facilities in the foreseeable future.



| |               
| | --------------
| | Credit Ratings

As of June 30, 2004, Thomas & Betts had a senior
unsecured debt credit rating from Standard & Poors of
BBB-, an investment grade credit rating. Moodys Investor
Service had assigned Thomas & Betts a non-investment grade
credit rating of Ba2. Both Moodys and Standard and
Poors had Thomas & Betts listed as having a
stable outlook. If our credit ratings drop,
repayment under our credit facilities and securities will not be
accelerated; however, our cost of credit may increase and access
to credit markets may be more limited. Similarly, if our credit
rating increases, we may have a decrease in our cost of credit
and access to broader credit markets. In addition, if both
Moodys and Standard & Poors have rated Thomas
& Betts as an investment grade credit for a continuous
period of at least 30 days, then some of the covenants on
one of our indentures will fall away. See 7.25% Notes Due
2013below for more information.



| |                               
| | ------------------------------
| | Off-Balance Sheet Arrangements

As of June 30, 2004, we did not have any off-balance sheet
arrangements.



| |                
| | ---------------
| | Debt Securities

Thomas & Betts had the following senior unsecured debt
securities outstanding as of June 30, 2004:

|              |  |        |               |               |  |                  |      |               |  |  |                          |  |  |  |               | 
|------------- |  | ------ | ------------- | ------------- |  | ---------------- | ---- | ------------- |  |  | ------------------------ |  |  |  | ------------- | 
|              |  | Face   |               |               |  |                  |      |              
|Issue Date    |  | Amount |               | Interest Rate |  | Interest Payable |      | Maturity Date
|              |  |        |               |               |  |                  |      |              
|January 1996  |  |        | $150  million |               |  |                  | 6.50 | %             |  |  | January 15 and July  15  |  |  |  | January 2006  | 
|May 1998      |  |        | $115  million |               |  |                  | 6.63 | %(a)          |  |  | May 1 and November 1     |  |  |  | May 2008      | 
|February 1999 |  |        | $150  million |               |  |                  | 6.39 | %(a)          |  |  | March 1 and September  1 |  |  |  | February 2009 | 
|May 2003      |  |        | $125  million |               |  |                  | 7.25 | %(a)          |  |  | June 1 and December 1    |  |  |  | June 2013     | 



---



|    |  |                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | We have entered into interest rate swaps associated with only
    portions of these underlying debt instruments. See
    Item 3. Quantitative and Qualitative Disclosures
    About Market Risk  Interest Rate Risk.

The indentures underlying the debt securities contain standard
covenants such as restrictions on mergers, liens on certain
property, sale-leaseback of certain property and funded debt for
certain subsidiaries. The indentures also include standard
events of default such as covenant default and
cross-acceleration. We are in compliance with all covenants and
other requirements set forth in the indentures.



| |                     
| | --------------------
| | 7.25% Notes Due 2013

The indentures supporting our long-term debt do not accelerate
the maturity of such debt in the event of a credit rating
downgrade by either Standard & Poors or
Moodys. However, unless Moodys and
Standard & Poors have both rated the 7.25% senior
unsecured notes due June

25



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##### Table of Contents







| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | incur indebtedness or issue preferred stock of the subsidiaries;                                                                           
|
| |  | make restricted payments, including dividends, the repurchase of
    common stock, other distributions and investments;                    
|
| |  | in the case of our subsidiaries, create or permit to exist
    dividend or payment restrictions with respect to the parent
    company; and
|
| |  | sell assets or subsidiary stock.                                                                                                           

If Moodys and Standard & Poors have both
rated the notes investment grade for 30 days or more, the
covenants described above will no longer apply. However,
Thomas & Betts will continue to be subject to
restrictions on its ability to enter into sale and leaseback
transactions and on the ability of certain of its subsidiaries
to incur indebtedness. If the notes subsequently become
non-investment grade, the indenture covenants previously
released will not be reinstated.



| |      
| | -----
| | Other

As of June 30, 2004, our working capital (total current
assets less total current liabilities) was $498.9 million,
an increase of $51.6 million from December 31, 2003.
The change in working capital reflects the previously mentioned
increase in accounts receivable and inventories during 2004.

In 2001, our Board of Directors approved a change in our
dividend payment practices and elected to retain its future
earnings to fund the development and growth of its business. We
do not presently anticipate declaring any cash dividends on the
Corporations common stock in the foreseeable future.
Future decisions concerning the payment of cash dividends on the
common stock will depend upon its results of operations,
financial condition, capital expenditure plans and other factors
that the Board of Directors may consider relevant. The 7.25%
notes due 2013 contain provisions that currently limit the
amount of cash dividends the Corporation is allowed to pay.

In the short-term we expect to fund expenditures for capital
requirements as well as other liquidity needs from a combination
of cash generated from operations and existing cash balances.
These sources should be sufficient to meet our operating needs
in the short-term.

Over the long-term, we expect to meet our liquidity needs with a
combination of cash generated from operations and existing cash
balances plus either increased debt or equity issuances. From
time to time we may access the public capital markets, if terms,
rates and timing are acceptable. We have an effective shelf
registration statement that will permit us to issue an aggregate
of $325 million of senior unsecured debt securities, common
stock and preferred stock.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures About Market
    Risk

We are exposed to market risk from changes in interest rates,
raw material prices and foreign exchange rates. At times, we may
enter into various derivative instruments to manage certain of
these risks. We do not enter into derivative instruments for
speculative or trading purposes.

26



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##### Table of Contents



For the period ended June 30, 2004, we did not experience
any material changes in market risk that affect the quantitative
and qualitative disclosures presented in our Annual Report on
Form 10-K for the fiscal period ended December 31,
2003 except for commodity risk discussed below.

Commodity Risk

We are exposed to risk from fluctuations in prices for raw
materials (including steel, aluminum, zinc, copper, resins and
rubber compounds) that are used to manufacture our products. We
expect rising raw material costs  especially
steel  will be a challenge throughout the remainder
of 2004. Limited availability of steel is also a possibility
during these periods. We do not currently use futures contracts
to fix the price of steel and are working closely with our
suppliers to avoid any serious disruption to our operations.

At times, some of the risk associated with the usage of copper,
zinc and aluminum is mitigated using futures contracts that fix
the price we will pay for a commodity. Outstanding contracts as
of June 30, 2004 had a notional amount of
$13.5 million and a market value of $0.9 million.
These contracts relate to raw material requirements for the
remainder of 2004 and into 2005. As of December 31, 2003,
we had recorded an asset of $1.1 million, which represented
unrealized gains associated with open commodity contracts. A
hypothetical 10% decrease in underlying commodity market
prices as of June 30, 2004 would result in an unrealized
loss of $1.4 million.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this Report, we carried
out an evaluation, under the supervision and with the
participation of our Disclosure Committee and senior management,
including Dominic J. Pileggi, Chief Executive Officer, and
Kenneth W. Fluke, Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that our
disclosure controls and procedures are effective at
June 30, 2004.

27



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##### Table of Contents






PART II. OTHER INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

See Note 11, Contingencies, in the Notes to
Consolidated Financial Statements, which is incorporated here by
reference.






|        |                                                    
|------- | ---------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security Holders

The matters which were voted upon at the Registrants
Annual Meeting of Shareholders held May 5, 2004, and the
results of the voting are set forth below:

|   |  |                       |  |     |            |          |  |  |           | 
|-- |  | --------------------- |  | --- | ---------- | -------- |  |  | --------- | 
|   |  | Nominees for Director |  | For |            | Withheld
|1. |  |                       |  |     |            |         
|   |  | Ernest H. Drew        |  |     | 53,068,236 |          |  |  | 1,784,898 | 
|   |  | T. Kevin Dunnigan     |  |     | 53,065,269 |          |  |  | 1,787,865 | 
|   |  | Jeananne K. Hauswald  |  |     | 50,367,974 |          |  |  | 4,485,160 | 
|   |  | Dean Jernigan         |  |     | 53,095,884 |          |  |  | 1,757,250 | 
|   |  | Ronald B. Kalich, Sr. |  |     | 53,084,997 |          |  |  | 1,768,137 | 
|   |  | Robert A. Kenkel      |  |     | 53,061,349 |          |  |  | 1,791,785 | 
|   |  | Kenneth R. Masterson  |  |     | 50,359,105 |          |  |  | 4,494,029 | 
|   |  | Dominic J. Pileggi    |  |     | 53,087,104 |          |  |  | 1,766,030 | 
|   |  | Jean-Paul Richard     |  |     | 50,363,859 |          |  |  | 4,489,275 | 
|   |  | Jerre L. Stead        |  |     | 50,063,062 |          |  |  | 4,790,072 | 
|   |  | David D. Stevens      |  |     | 53,710,438 |          |  |  | 1,142,696 | 
|   |  | William H. Waltrip    |  |     | 53,065,834 |          |  |  | 1,787,300 | 

2. For the proposal to ratify the appointment of KPMG LLP
as independent public accountants, received:

| |  |                  |  |  |            |  |  |  |  | 
| |  | ---------------- |  |  | ---------- |  |  |  |  | 
| |  | For              |  |  | 50,293,872 |  |  |  |  | 
| |  | Against          |  |  | 4,249,227  |  |  |  |  | 
| |  | Abstentions      |  |  | 310,035    |  |  |  |  | 
| |  | Broker non-votes |  |  |           |  |  |  |  | 

3. For the proposal to approve the Thomas & Betts
Corporation Management Incentive Plan, received:

|                 |  |           
|---------------- |  | ----------
|For              |  | 45,304,089
|Against          |  | 9,210,012 
|Abstentions      |  | 339,033   
|Broker non-votes |  |          

4. For the proposal to approve the Thomas & Betts
Corporation Equity Compensation Plan, received:

|                 |  |           
|---------------- |  | ----------
|For              |  | 41,466,472
|Against          |  | 8,800,204 
|Abstentions      |  | 397,791   
|Broker non-votes |  | 4,188,667 

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5. For the proposal to approve the Thomas & Betts
Corporation Nonemployee Directors Equity Compensation Plan,
received:

|                 |  |           
|---------------- |  | ----------
|For              |  | 41,287,884
|Against          |  | 8,994,363 
|Abstentions      |  | 382,220   
|Broker non-votes |  | 4,188,667 






|        |                                 
|------- | --------------------------------
|Item 6. | Exhibits and Reports on Form 8-K

(a) The following exhibits are filed as part of this
Report:

|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Charter (incorporated by
    reference to Exhibit 3.1 to the Companys
    Form 10-K for the fiscal year ended January 2, 2000). 
|3.2  |  | Amended and Restated Bylaws (incorporated by
    reference to Exhibit 3.2 to the Companys
    Form 10-K for the fiscal year ended December 31, 2003).
|10.1 |  | Supplemental Executive Investment Plan.                                                                                                               
|10.2 |  | Form of Thomas & Betts Corporation
    Indemnification Agreement.                                                                                     
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                                                   
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                          
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                          
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.                       

(b) Reports on Form 8-K

On April 27, 2004, the Corporation filed a Current Report
on Form 8-K, Items 5, 7 and 9, reporting its
financial results for the fiscal quarter ended March 31,
2004.

29



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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Corporation has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.



| |                           
| | --------------------------
| | THOMAS & BETTS CORPORATION
| | (Registrant)              



| |     |                     
| | --- | --------------------
| | By: | /s/ KENNETH W. FLUKE

| |                                 
| | --------------------------------
| |                                 
| | Kenneth W. Fluke                
| | Senior Vice President and       
| | Chief Financial Officer         
| | (principal financial officer and
| | principal accounting officer)   

Date: August 6, 2004

30



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##### Table of Contents






EXHIBIT INDEX

|     |  |                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Charter (incorporated by
    reference to Exhibit 3.1 to the Companys
    Form 10-K for the fiscal year ended January 2, 2000). 
|3.2  |  | Amended and Restated Bylaws (incorporated by
    reference to Exhibit 3.2 to the Companys
    Form 10-K for the fiscal year ended December 31, 2003).
|10.1 |  | Supplemental Executive Investment Plan.                                                                                                               
|10.2 |  | Form of Thomas & Betts Corporation
    Indemnification Agreement.                                                                                     
|12   |  | Statement re Computation of Ratio of Earnings to
    Fixed Charges.                                                                                   
|31.1 |  | Certification of Principal Executive Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                          
|31.2 |  | Certification of Principal Financial Officer
    Under Securities Exchange Act Rules 13a-14(a) or 15d-14(a).                                          
|32   |  | Certification Pursuant to Rule 13a-14(b) or
    Rule 15d-14(b) of the Securities Exchange Act of 1934 and
    18 U.S.C. § 1350.                       

31